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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
SEPTEMBER 25, 1997
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-20833 72-1205791
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
5551 CORPORATE BOULEVARD, BATON ROUTE, LOUISIANA 70808
(Address of principal executive offices and zip code)
(504) 926-1000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
SALE OF SENIOR SUBORDINATED NOTES. On September 25, 1997, Lamar
Advertising Company (the "Company") sold $200 million aggregate principal amount
of 8 5/8% Senior Subordinated Notes due 2007 (the "Notes"). The Notes were
offered in a private transaction conforming with Rule 144A under the Securities
Act of 1933, as amended (the "Act"). The Notes have not been registered under
the Act and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the Act. Net
proceeds from the issuance of the Notes (approximately $193.9 million) were used
to reduce borrowings under the Company's credit facility with a syndicate of
commercial banks (the "Credit Facility").
The form of the Notes is filed herewith as Exhibit 4.1. The Notes
were issued under an Indenture dated September 25, 1997 between the Company and
State Street Bank and Trust Company, as trustee, a copy of which is filed
herewith as Exhibit 4.2.
On September 25, 1997, the Company entered into an Exchange and
Registration Rights Agreement with the initial purchasers of the Notes, pursuant
to which the Company agreed to use its reasonable best efforts (i) to file with
the Securities and Exchange Commission prior to November 24, 1997 a registration
statement on Form S-4 relating to a registered exchange offer in which the
holders of the Notes would have the opportunity to exchange their Notes for a
like principal amount of new notes (the "Exchange Notes") that are identical in
all material respects to the Notes (except that the Exchange Notes will not
contain terms with respect to transfer restrictions) and to cause such
registration statement to become effective prior to December 23, 1997 or (ii)
under certain circumstances to file and cause to become effective a shelf
registration statement that would include a prospectus under cover of which
holders would be free to offer and sell their Notes from time to time. The
Exchange and Registration Rights Agreement is filed herewith as Exhibit 10.1.
AMENDMENT TO CREDIT FACILITY. In connection with the offering of the
Notes, the Company has amended the Credit Facility. Such amendment is filed
herewith as Exhibit 10.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1 Form of 8 5/8% Senior Subordinated Notes due 2007.
4.2 Indenture dated September 25, 1997 between Lamar
Advertising Company, certain of its subsidiaries, and
State Street Bank and Trust Company, as trustee.
10.1 Exchange and Registration Rights Agreement dated
September 25, 1997 between Lamar Advertising Company and
Chase Securities Inc., Smith Barney Inc., BT Alex. Brown
Incorporated and Montgomery Securities.
10.2 Amendment No. 2 to Credit Agreement dated as of
September 12, 1997 between Lamar Advertising Company,
certain of its subsidiaries, the lenders party thereto
and The Chase Manhattan Bank, as administrative agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 30, 1997 LAMAR ADVERTISING COMPANY
By: /s/ Keith A. Istre
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Keith A. Istre
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
- ------- ----------- --------
4.1 Form of 8 5/8% Senior Subordinated Notes due 2007.
4.2 Indenture dated September 25, 1997 between Lamar Advertising
Company, certain of its subsidiaries, and State Street Bank and
Trust Company, as trustee.
10.1 Exchange and Registration Rights Agreement dated September 25,
1997 between Lamar Advertising Company and Chase Securities Inc.,
Smith Barney Inc., BT Alex. Brown Incorporated and Montgomery
Securities.
10.2 Amendment No. 2 to Credit Agreement dated as of September 12, 1997
between Lamar Advertising Company, certain of its subsidiaries, the
lenders party thereto and The Chase Manhattan Bank, as
administrative agent.